Strait Innovation Internet Co.Ltd(300300)
Financing management system
(formulated in 2022)
Chapter I General Provisions
Article 1 in order to standardize the financing behavior of Strait Innovation Internet Co.Ltd(300300) (hereinafter referred to as “the company”), strengthen financing management and financial monitoring, reduce financing costs, effectively prevent financial risks and safeguard the overall interests of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as “Listing Rules”), Shenzhen Stock Exchange GEM listed companies standardized operation guidelines (hereinafter referred to as “standardized operation guidelines”) and other laws, regulations This system is formulated in accordance with the relevant provisions of normative documents and the Strait Innovation Internet Co.Ltd(300300) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the term “financing” as mentioned in this system includes equity financing and debt financing.
(I) equity financing: after the completion of the company’s financing activities, the financing of the company’s equity capital will be increased, such as issuing shares, allotment of shares, additional issuance, issuing convertible corporate bonds, issuing convertible corporate bonds with separate transactions, etc; (II) debt financing: financing that will increase the company’s liabilities after the completion of the company’s financing activities, such as loans to banks or non bank financial institutions, issuance of corporate bonds, financial leasing, bill financing, etc.
Article 3 this system is applicable to the company, branches and holding subsidiaries of the company.
Article 4 financing activities shall comply with the company’s medium and long-term strategic development plan and shall follow the following principles: (I) abide by national laws, regulations and normative legal documents;
(II) make overall arrangements to meet the company’s overall capital needs;
(III) reasonably allocate financing resources, tap the potential of internal funds and reduce financing costs;
(IV) the principle of giving consideration to long-term interests and current interests and the company’s solvency;
(V) weigh the possible impact of capital structure (proportion of equity and liabilities) on the company’s stability, refinancing or capital operation.
Chapter II financing management institutions and responsibilities
Article 5 the general meeting of shareholders, the board of directors or the general manager’s office meeting of the company shall make decisions on financing matters within their authority. Major financing matters shall be submitted to the board of directors for deliberation and decision after discussion and research by the strategy committee of the board of directors, and those beyond the authority of the board of directors shall be submitted to the general meeting of shareholders for deliberation and approval.
Article 6 the Securities Affairs Department of the company is the management functional department for the company to implement equity financing and issue bonds. It is responsible for organizing the formulation of equity financing plans such as issuing company shares, financing plans for issuing bonds and the preparation, drafting, collection and reporting of relevant documents according to the company’s development strategy, and is responsible for the collection, sorting, archiving and safekeeping of relevant financing documents. The securities affairs department is also responsible for the information disclosure of all financing businesses.
Article 7 the financial management center of the company is the functional department of the company for the implementation of debt financing and its management. It is also the main assistance department for equity financing business. It is responsible for handling bank loans, repayment, bill discount and other financing businesses, as well as the collection, sorting, custody and archiving of relevant financing documents. The financial management center is also responsible for the accounting of all financing businesses. Its main responsibilities include:
(I) improve the company’s financing management system and specific implementation measures to control financing risks;
(II) be responsible for the planning, demonstration and supervision of the company’s debt financing activities;
(III) be responsible for the implementation of the company’s debt financing activities;
(IV) review important debt financing activities of wholly-owned and holding subsidiaries;
(V) dynamically track and manage the financing activities of the company, wholly-owned and holding subsidiaries.
Chapter III financing management and decision-making authority
Article 8 the company’s financing activities shall prepare an annual financing plan according to the strategic needs, business plans and operating conditions. If necessary, the company may prepare a special financing plan according to the needs of specific projects.
Article 9 the equity financing and bond issuance of the company shall be implemented after the deliberation and approval of the board of directors and the general meeting of shareholders and the approval documents of the competent approval department.
Article 10 the company’s debt financing shall be specifically implemented by the financial management center. The financial management center of the company shall prepare the financing plan based on the annual financial budget and capital revenue and expenditure plan. The financing plan shall specify the financing purpose, scale, structure and mode, fully estimate the financing cost and potential risks, and scientifically demonstrate the feasibility. The financial management center shall prepare the annual financing plan for borrowing from banks and other financial institutions, submit it to the board of directors of the company for deliberation, prepare a specific financing plan according to the approved financing plan, organize and implement it after deliberation by the general manager’s office meeting, and organize and implement the debt financing beyond the annual plan after deliberation by the board of directors of the company. The company’s debt financing activities shall comply with relevant financial regulations and be subject to the management and supervision of competent financial institutions. Article 11 the subsidiaries and holding subsidiaries of the company have no right to make external financing by themselves. The financing matters must be carried out according to the approval procedures of the company and can be implemented only after approval.
Article 12 Where the financing involves external guarantee, it shall be implemented in accordance with the articles of association and the company’s external guarantee management system. If the financing constitutes a connected transaction, in addition to the provisions of this system, it shall also be implemented in accordance with the articles of association and the company’s connected transaction management system.
Article 13 the financing matters of the company shall perform the obligation of information disclosure in strict accordance with relevant laws and regulations, the articles of association and the information disclosure management system.
Chapter IV Supervision and inspection of financing activities
Article 14 the internal audit department of the company has the right to supervise and conduct special audit on the above financing matters and their processes.
Article 15 the board of supervisors of the company has the right to supervise the above related matters and their processes, put forward corrective opinions on violations in time, put forward special reports on major problems, and submit them to the corresponding approval authority for handling. The board of supervisors may directly report to the board of directors or the general meeting of shareholders when it deems it necessary.
Article 16 the independent directors of the company have the right to supervise the above related matters and their processes. Relevant personnel of the company must actively cooperate, and shall not refuse, hinder or conceal, or interfere with their independent exercise of power.
Article 17 If any department, institution or individual of the company violates the provisions of the law or the system, the company has the right to punish them accordingly; If losses are caused to the company, it shall bear corresponding responsibilities. If a crime is constituted, the company will be transferred to the judicial organ for handling.
Chapter V supplementary provisions
Article 18 the system shall come into force from the date of deliberation and adoption by the general meeting of shareholders, and the same shall apply to modification.
Article 19 matters not covered in this system shall be implemented in accordance with relevant national laws, administrative regulations or normative documents and the articles of Association; In case of any conflict between this system and the laws, administrative regulations or normative documents issued by the state in the future and the articles of association, the provisions of relevant national laws, administrative regulations or normative documents and the articles of association shall prevail.
Article 20 the system shall be interpreted by the board of directors.
